UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 25, 2022

Heat Biologics, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)

627 Davis Drive, Suite 400

Morrisville, North Carolina 27560

(Address of principal executive offices and zip code)

(919) 240-7133

(Registrant’s telephone number including area code)

N/A

(Former Name and Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01.   Other Events.

On February 25, 2022, Heat Biologics, Inc. (“Heat”) and Elusys Therapeutics, Inc. (“Elysus”) irrevocably waived until March 31, 2022 their respective right to terminate the Agreement and Plan of Merger and Reorganization (the “Agreement”) by and among Heat, Heat Acquisition Sub 1, Inc., Elusys and Fortis Advisors LLC, as stockholders’ representative pursuant to Section 9.1(b) of the Agreement which provides that the Agreement may be terminated by either Heat or Elysus if the transactions contemplated by the Agreement have not been consummated by January 31, 2022, which dated was previously amended to February 28, 2022 pursuant to a waiver dated January 31, 2022.

Item 9.01.   Financial Statements and Exhibits.

(d)  Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.